AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 2003
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ICON PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
IRELAND NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
ICON plc
SOUTH COUNTY BUSINESS PARK, CT CORPORATION SYSTEM
LEOPARDSTOWN, DUBLIN 18, 111 EIGHTH AVENUE
IRELAND NEW YORK, NEW YORK 10011
(353) 1-216-1100 (212) 894-8581
(Address and telephone number of (Name, address and telephone number
Registrant's principal executive offices) of agent for service)
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COPIES TO:
SEAN LEECH WILLIAM M. HARTNETT, ESQ. KATHRYN A. CAMPBELL, ESQ.
CHIEF FINANCIAL OFFICER ICON plc CAHILL GORDON & REINDEL SULLIVAN & CROMWELL LLP
SOUTH COUNTY BUSINESS PARK 80 PINE STREET 1 NEW FETTER LANE
LEOPARDSTOWN, DUBLIN 18, IRELAND NEW YORK, NEW YORK 10005 LONDON EC4A 1AN, ENGLAND
(353) 1-216-1100 (212) 701-3000 (44 20) 7959 8900
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date hereof.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:
[X] Registration No. 333-102893
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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ORDINARY SHARES,
PAR VALUE 6 EURO CENT EACH (1) 212,455 $32.25 $6,851,674 $554.30
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(1) American Depositary Shares ("ADSs") evidenced by American Depositary
Receipts issuable upon deposit of Ordinary Shares of par value (euro) 0.06
each (the "Ordinary Shares") of ICON plc have been registered on a separate
registration statement on Form F-6, Registration No. 333-13442. Each ADS
represents one Ordinary Share.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), by ICON PUBLIC LIMITED COMPANY (the "Company"), pursuant to Rule 462(b)
under the Act. This Registration Statement hereby incorporates by reference the
contents of the Company's Registration Statement on Form F-3 (File No.
333-102893), including all exhibits thereto.
EXHIBITS
In addition to the exhibits incorporated by reference from the
Company's Registration Statement on Form F-3 (File No. 333-102893), the
following exhibits are part of this registration statement and are filed
herewith.
EXHIBIT
NUMBER DISCRIPTION OF DOCUMENT
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5.1 Opinion of A&L Goodbody Solicitors.
5.2 Opinion of Cahill Gordon & Reindel LLP as to the validity of the
Deposit Agreement.
8.1 Opinion of Cahill Gordon & Reindel LLP as to certain matters of U.S.
taxation.
8.2 Opinion of KPMG, Tax Advisors, as to certain matters of Irish
taxation.
23.1 Consent of KPMG, Chartered Accountants for the Company.
23.2 Consent of A&L Goodbody Solicitors (included in Exhibit 5.1).
23.3 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.2
above).
23.4 Consent of KMPG, Tax Advisors (included in Exhibit 8.2 above).
23.5 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.2
above).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 6th day of August, 2003.
ICON PLC
By: /s/ Sean Leech
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Sean Leech
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on the 6th day of August, 2003.
NAME CAPACITY
* Chairman of the Board
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Dr. John Climax
* Chief Executive Officer, Director
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Peter Gray
/s/ Sean Leech Chief Financial Officer,
------------------------------- Chief Accounting Officer
Sean Leech
* Director
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Dr. Ronan Lambe
* Director
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Thomas Lynch
* Director
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Edward Roberts
* Director
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Lee Jones
/s/ William Taaffe Authorized Representative
------------------------------- in the United States
William Taaffe
* Signed by Sean Leech as Attorney-in-Fact.